Terms of Use
Updated June 22, 2022
TERMS OF USE
THESE ARE THE GENERAL TERMS OF USE GOVERNING YOUR USE OF THIS SITE AND OUR SERVICES. BY ACCESSING, USING OR SIGNING UP FOR THIS SITE OR ANY OTHER SERVICES, YOU ARE CONCLUDING A LEGALLY BINDING AGREEMENT BASED ON THESE TERMS.
1. Introduction
Welcome to the Watch Her Prosper website. This website, and the information, content, products and services it makes available (which, collectively, including without limitation any emails that Watch Her Prosper may send to you as a user or subscriber, are referred to as the "Site"), is provided to you by RP Business Advisors LLC, a New York limited liability company doing business as “Watch Her Prosper”), with its principal offices in New York, NY ("Watch Her Prosper" or "We" or “our”). These Terms of Use (this "Agreement") set forth the terms and conditions governing your use of this Site.
• Certain other products or services available through our Site may have their own terms and conditions or other agreements that apply to your purchase or use of that particular product or service.
• This Agreement may supplement other written or online terms and conditions or agreements you may have or will have with Watch Her Prosper or any other website terms of use (or privacy policies) with any our affiliates, service providers or their affiliates, but do not alter in any way such written or online terms and conditions or agreements.
To the extent that there is any conflict between this Agreement and any terms and conditions or agreements relating to services you have purchased or online tools you use or to which you subscribe, those other terms and conditions or agreements will govern.
2. Acceptance
Please read this Agreement carefully before you start to use our Site. By accessing or using the Site, you are acknowledging that you have read, understand, and agree, without limitation or qualification, to be bound by this Agreement. IF YOU DO NOT AGREE TO THE TERMS OF USE (INCLUDING OUR PRIVACY POLICY), YOU MAY NOT USE OR ACCESS OUR SITE.
3. Accessing the Site and Account Security
We reserve the right to withdraw or amend this Site, and any service or product we provide on the Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period.
From time to time, we may restrict access to some parts of the Site, or the entire Site, to users.
You are responsible for:
• Making all arrangements necessary for you to have access to the Site.
• Ensuring that all persons who access the Site through your internet connection are aware of these Terms of Use and comply with them.
To access the Site or some of the resources it offers, you may be asked to provide certain registration details or other information, including if you opt-in to subscribe to our newsletter by providing your e-mail address.
By using our Website and our services or registering on our Website on behalf of a business, you represent and warrant that (a) all information you submit to our Site is information that you are authorized to submit and truthful, complete and accurate; (b) you will maintain the accuracy, truthfulness and completeness of such information; (c) you are 18 years of age or older; (d) you reside in the United States; and (e) your use of our Sites and our services or products does not violate any applicable law or regulation.
You agree that all information you provide to register with this Site or otherwise, including but not limited to through the use of any interactive features on the Site, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information in accordance with our Privacy Policy.
Whenever you provide us information on our Site, you agree to: (a) provide true, accurate, current and complete information and (b) maintain and promptly update such information to keep it true, accurate, current and complete. If you provide any information that is, or we have reasonable grounds to suspect that the information is, untrue, inaccurate, not current or incomplete, we may take any lawful action we deem necessary to protect our legal interests.
4. Modifications to this Agreement
Watch Her Prosper may make changes to this Agreement from time to time in its sole discretion, by updating this posting on this Site, and specifying the effective date of the new version of this Agreement (which may be effective immediately). The Effective Date of the current version of this Agreement is at the top of this page.
If we make a material change to this Agreement (the “Terms of Use”) we will notify you here, by email, by means of a notice on our home page, or other places we deem appropriate or by updating this posting on this Site, and specifying the effective date of the new version of this Agreement (which may be effective immediately). What constitutes a “material change” will be determined at our sole discretion, in good faith, and using common sense and reasonable judgment. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of our Site (or any portion thereof).
Your continued use of the Site, including but not limited to the posting of a new version of this Agreement constitutes your acceptance of any such changes. Subject to any limitations imposed by applicable law (including under Section 28 (Void Where Prohibited) and Section 29 (New Jersey Consumers), we may, with or without prior notice, terminate any of the rights granted by this Agreement. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.
5. Contact Information
If you have any questions or concerns with respect to this Agreement or the Site you may contact a representative of Watch Her Prosper by e-mail at webmaster@watchherprosper.com.
6. Age and Geographic Restrictions for Users; Site is for US Residents Only
This Site is operated by Watch Her Prosper from its offices in the United States. You must be 18 years old and reside in the United States in order to use our Site. This Site is directed to adults in the United States and is not intended for children under the age of 18.
If you are younger than 18 years old please do not use this Site.
By using this Site, you represent and warrant that you are of legal age to form a binding contract with the Watch Her Prosper and meet all of the foregoing geographic residency and age eligibility requirements.
Notwithstanding anything to the contrary, while maintaining the requirement that all users be at least 18 to use our Site, if you are legally an adult (or the “age of majority”) in your state of residence, you have given us your consent to allow any of your minor dependents to use this Site and will be fully responsible for any breaches of this Agreement by any minors that you have authorized to use our Site, whether or not such authorization was otherwise permitted by this Agreement.
7. Privacy
We describe our current practices related to personally identifiable information collected through the Site in our Privacy Policy. We may update our policies and practices from time to time at our sole discretion.
8. Proceed with Caution: Accuracy of and Your Use of Information
All content and materials provided on the Site are intended for general information, discussion, education and entertainment purposes only. Do not construe such content as either endorsed or verified by us. The content is provided “as is” and your use or reliance upon such materials remains solely at your own risk.
A variety of information, advice, recommendations, letters, messages, comments, posts, text, graphics, software, music, sound, photographs, videos, data, and other materials ("Content") is available on the Site. Some of the Content is provided by Watch Her Prosper or its suppliers, and other Content is provided by persons or submitted by users ("Users") who use the Site, such as User opinions and views provided via posts to our Site. Not all materials submitted by Users will become publicly available on the Site, but for purposes of this Agreement, “Content” is deemed to include any and all materials submitted by Users.
While Watch Her Prosper strives to keep the Content that it posts on the Site accurate, complete, and up-to-date, Watch Her Prosper cannot guarantee, and is not responsible for, the accuracy, completeness, or timeliness of any Content, whether provided by Watch Her Prosper or its suppliers, or by Users of the Site. We do not warrant that any Content available on the Site is reliable, current or error-free.
Any opinions, advice, statements or other information expressed or made available by Users or third parties, including but not limited to bloggers, are those of the respective User or other third party and not of Watch Her Prosper. Watch Her Prosper does not endorse and is not responsible for the accuracy or reliability of any opinion, advice or statement made on the Site.
Watch Her Prosper does not have any obligation to pre-screen, edit, or remove any Content provided by Users that is posted on or available through the Site. As a general matter, we do not fact-check any User-generated Content.
Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any Content.
This Site may contain typographical errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies, or omissions (including after an order has been submitted), and to change or update information at any time without prior notice. Please note that such errors, inaccuracies or omissions may relate to pricing and availability of products or services of advertisers on our Site, and we and our advertisers reserve the right to cancel or refuse to accept any order placed based on incorrect pricing or availability information. We apologize for any inconvenience.
Notwithstanding the foregoing, Watch Her Prosper will have the right (but not the obligation), in its sole discretion and for any reason, to pre-screen, edit, refuse to accept, remove or move any such Content.
9. Be Wary of Our Posts; Be Wary of User Posts that are User Submissions and Comments
Any comments, opinions, and statements posted on our comments or user submitted comments sections are the views of the user who makes the post and don't necessarily reflect the views of Watch Her Prosper and may be edited at the discretion of the Watch Her Prosper editorial staff. Such comments, opinions and statements, including advice and opinions, is the responsibility of those users who create the posts. Posts from users found our Site, if any, may contain information that is incorrect, inappropriate or illegal.
Any comments, opinions, and statements posted by Watch Her Prosper that are responding to user comments or submissions may be edited, removed or changed at our discretion.
You acknowledge that any reliance upon any such opinion, advice, statement or information (whether from another user or from Watch Her Prosper) shall be at your sole risk. We strongly urge our readers to understand that any opinion, advice, statement or information may be wrong, incorrect, inaccurate or out-of-date, or not apply to any one person’s individual circumstances and should not be relied upon for making any financial, personal, professional, career or other decisions. Watch Her Prosper tries to be careful in making editorial choices, but is not perfect and assumes no obligation to update any information on our Site. You acknowledge and agree that Watch Her Prosper provides food for thought, entertainment, expansion of knowledge and discussion, but is only a starting a point and is no substitute for doing research, consulting with experts, and becoming an informed and knowledgeable person before using your own judgment in taking any action or omitting to take an action.
Please consult a qualified professional before relying on information you find posted by Watch Her Prosper or by any user comments or submissions made available to you on our Site.
WATCH HER PROSPER AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR ANY CONSEQUENCE RELATING DIRECTLY OR INDIRECTLY TO ANY ACTION OR INACTION YOU TAKE BASED ON THE CONTENT AVAILABLE VIA THE SITE, INCLUDING THE AREAS DISPLAYING WATCH HER PROSPER OPINIONS, STATEMENTS, INFORMATION OR ADVICE OR ANY USER GENERATED CONTENT. YOU MUST EVALUATE, AND BEAR ALL RISKS ASSOCIATED WITH, THE USE OF ANY CONTENT, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS, TIMELINESS OR USEFULNESS OF CONTENT POSTED ON OUR SITE.
OUR CONTENT IS NOT INTENDED TO BE CUSTOMIZED ADVICE FOR ANY INDIVIDUAL SET OF CIRCUMSTANCES, WHICH CAN DIFFER CONSIDERABLY FROM ANY ASSUMPTIONS MADE IN CONTENT FOUND ON OUR SITE. FOR THOSE FOLLOWING ANY ADVICE, WE STRONGLY URGE CAUTION AND DO NOT GUARANTEE ANY RESULTS OR OUTCOMES; OUR LAWYERS REMIND YOU TO ONLY EXPECT NEGATIVE OUTCOMES AND TO EXERCISE GREAT CAUTION IN READING CONTENT PROVIDED ON OUR SITE.
10. Our Site is No Substitute for Professional Services nor Providing any Investment Advice
Watch Her Prosper is not a financial advisor, nor a certified financial advisor nor a certified financial planner nor is providing services that should be provided by qualified professionals who are certified and trained to provide such professional services. Neither Watch Her Prosper, Ruchi Pinniger or any of their affiliates is not registered as an “investment adviser” with any state or the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended, and is not providing any investment advice to Client or any third parties. Watch Her Prosper is not promoting or advertising its services in such capacities.
THE CONTENT AVAILABLE VIA THE SITE IS PROVIDED WITH THE UNDERSTANDING THAT NEITHER WATCH HER PROSPER NOR ITS SUPPLIERS OR USERS ARE ENGAGED IN RENDERING LEGAL, ACCOUNTING, FINANCIAL ADVISOR, TAX, COUNSELING, INVESTMENT ADVISOR, OR OTHER PROFESSIONAL SERVICES OR ADVICE. SUCH CONTENT IS INTENDED SOLELY AS A GENERAL EDUCATIONAL AID OR ENTERTAINMENT AND “FOOD FOR THOUGHT”, AND IS NOT TO BE USED FOR LEGAL OR BUSINESS DECISIONS OR ACTIONS IN CONNECTION WITH ANY INDIVIDUAL PROBLEM. IT IS ALSO NOT INTENDED AS A SUBSTITUTE FOR PROFESSIONAL ADVICE AND SERVICES FROM QUALIFIED ATTORNEYS, ACCOUNTANTS, FINANCIAL ADVISORS, TAX PROFESSIONALS, COUNSELLORS, INVESTMENT ADVISORS, OR OTHER PROFESSIONALS FAMILIAR WITH YOUR UNIQUE FACTS. ALWAYS SEEK THE ADVICE OF A QUALIFIED PROFESSIONAL WHO PRACTICES IN THE AREA OF YOUR INTEREST.
11. Our Right to Data Collection
By using this Site, you are hereby acknowledging and agreeing that each of Watch Her Prosper, its affiliates, advertisers and service providers, has the right to collect and analyze data and other information relating to the provision, use and performance of our Site and various aspects of the services and products offered by Watch Her Prosper, its affiliates, advertisers or service providers (including, without limitation, information concerning data from any of its customers and data derived therefrom), and Watch Her Prosper, its affiliates, advertisers and service providers, will be free (during and after the term hereof) to (i) use such information and data to improve and enhance its services and products and for other development, diagnostic and corrective purposes in connection with its current and future services products, and (ii) disclose such data solely in aggregate or other de-identified form without personally identifiable information in connection with its business. In addition, Watch Her Prosper or its affiliates, advertisers or service providers may incorporate such data and analysis into any joint ventures with its affiliates or in selling such data and analysis (on an aggregate and de-identified form without personally identifiable information).
The rights and licenses granted under this Section 11 shall survive the termination of this Agreement.
12. Limited License Granted by Watch Her Prosper to You and Use Restrictions
General License and Restrictions on Use. We grant you a limited, revocable, non-transferable, and non-exclusive license.
General Personal, Non-Commercial License. Subject to the Restrictions on Use set forth in this Section 12 and any other limitations set forth in this Agreement, Watch Her Prosper grants you a limited, revocable, non-transferable, and non-exclusive license (a) to access and make personal, non-commercial use of the Site in accordance with this Agreement, and (b) to view, copy, print, and distribute Content retrieved from the Site only for your personal, non-commercial use, provided, that, in all cases of subclauses (a) or (b), you do not remove or obscure any copyright notice, trademark notice, or other proprietary rights notices displayed on or in conjunction with the Content. You may not use any Content available via the Site in any other manner or for any other purpose without the prior written permission of Watch Her Prosper. All rights not expressly granted in this Agreement are expressly reserved to Watch Her Prosper. You must contact us to request permission to use any Content for commercial or non-commercial purposes.
Restrictions on Use. You understand and agree that you will not do or attempt to do or cause any third party to use the Site:
• In any way that violates (a) any applicable local, state, national, and international laws, rules and regulations (including, without limitation, any laws regarding the export of data or software to and from the US or other countries) or (b) guidelines or policies established by Watch Her Prosper from time to time.
• To “mask” your IP address or country or jurisdiction of origin from which you are accessing the Site, whether through a proxy server, virtual private network (“VPN”), Tor or otherwise, whether or not you are in compliance with our Site’s geographic residency requirements set forth in Section 6 (Age and Geography Restrictions for Users; Site is for US Residences Only);
• To impersonate or attempt to impersonate Watch Her Prosper, any company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing) or falsely state or otherwise misrepresent your affiliation with any person or entity;
• To intentionally omit, delete, forge, or misrepresent transmission information, including headers, return mailing, and Internet protocol addresses, or otherwise manipulate identifiers to disguise the origin of any Content that you submit or transmit through the Site;
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm the Watch Her Prosper or users of the Site or expose them to liability;
• To attempt to disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to engage in real-time exchanges;
• To provide Content that may be construed as abusive, harassing, tortious, defamatory, distasteful, vulgar, pornographic, obscene, libelous, invasive of another’s privacy, hateful, racially or ethnically or otherwise objectionable, offensive, controversial or illegal or inappropriate for any ages (as determined in our sole discretion);
• To frame or utilize framing techniques to enclose the Site or any portion thereof;
• To make any use of the Site or any content other than for personal use;
• “Stalk” or otherwise harass including advocating harassment of another, entrap, or harm any user or third party, including harming minors in any way;
• To engage in any activities that would violate the personal privacy rights of others, including but not limited to collecting and distributing information about other users without their permission, except as permitted by applicable law
• To engage or make any unsolicited or unauthorized advertising, solicitation or promotional material, including chain letters, mass mailings, or any form of “spam;”
• To use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party’s use of the Site, including their ability to engage in real time activities through the Site;
• To modify, reverse engineer, create any derivative works based upon the Site or use any manual process to monitor or copy any of the material on the Site or for any other unauthorized purpose without our prior written consent;
• To use any device, software, or routine that interferes with the proper working of the Site or that that imposes or may impose (as determined by Watch Her Prosper in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
• To introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
• To use any meta tags, “hidden text,” robots, spiders, crawlers, rovers, or other tools or data-mining technology or process, whether manual or automated, to monitor, collect, cache, scrape, index, mine, republish, redistribute, transmit, frame, mask, sell, license or download the Site, content (except caching or as necessary to view the Site), extract data from, copy or distribute any data from the Site, or the personal information of others, in each case without our prior explicit written permission or authorization;
• To attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site and services offered by the Site;
• To attack the Site via a denial-of-service attack or a distributed denial-of-service attack;
• To use or access the Site in any jurisdiction in which doing so would be unlawful;
• To otherwise attempt to interfere with the proper working of the Site or to use the Site for anything other than its intended purpose; or
• To assist, permit or encourage any person to perform any of the activities described above.
License for Hyper-Links. We also grant you a limited, revocable, non-transferable, and non-exclusive license to create a hyper-link to pages and articles created by Watch Her Prosper of the Site for personal, non-commercial use only. A website that links to the Site (i) may link to, but not replicate, any or all of our content; (ii) may not imply that we are endorsing such website or its services or products; (iii) may not misrepresent its relationship with us; (iv) may not contain content that could be construed as abusive, harassing, tortious, defamatory, distasteful, vulgar, pornographic, obscene, libelous, invasive of another’s privacy, hateful, racially or ethnically or otherwise objectionable, offensive, controversial or illegal or inappropriate for any ages (as determined in our sole discretion); (v) may not portray us or our products or services in a false, misleading, defamatory, or otherwise offensive or objectionable manner, or associate us with undesirable products, services, or opinions; and (vi) may not link to any non-public page of the Site that is restricted and not intended for general public access. We may, in our sole discretion, request that you remove any link to the Site, and upon receipt of such request, you shall immediately remove such link and cease any linking unless separately and expressly authorized in writing by us to resume linking.
We reserve the right, but shall have no obligation, to investigate your use of the Site in order to (a) determine whether a violation of this Agreement has occurred or (b) comply with any applicable law, regulation, legal process or governmental request. Any unauthorized use by you of the Site or any or all of our content automatically terminates the limited licenses set forth in this Section 12 without prejudice to any other remedy provided by applicable law or this Agreement.
13. Your Obligations and Responsibilities; Threatening and Abusive Actions
Your Obligations and Responsibilities. By accessing or using the Site, you agree that you will comply with this Agreement and any warnings or instructions on the Site. You agree that when accessing or using the Site or any Content, you will act in accordance with the law, custom and in good faith. You may not make any change or alteration to the Site or any content that may appear on the Site and may not impair in any way the integrity or operation of the Site. Without limiting the generality of any other provision of this Agreement, if you default negligently or willfully in any of the obligations set forth in this Agreement, you shall be liable for all the losses and damages that this may cause to us, our parent entities, any subsidiaries, affiliates, partners, advertising sponsors, or licensors.
Threatening and Abusive Actions by Users. We do not tolerate abuse of our Site and services provided on our Site. You do not have permission to add other users to your mailing list (email or postal), call, or send him/her text or electronic messages for commercial purposes, even if this user initially approached you through posting on our Site or other social media platforms used by us, unless the user has given his/her explicit consent. Sending unwanted or threatening email, text messages or postings is against this Agreement.
14. User-Submitted Content: Representations and Warranties and Rights Granted to Watch Her Prosper
You agree that you will comply with applicable laws and this Agreement, and that you submit only accurate, lawful and interesting Content. For purposes of this Section 14, “Content” shall include without limitation any information, data, passwords, materials or other content provided by you, directly or indirectly, including your use of, and performance of, the Site, submission of questions by you, and various aspects of the services and products offered by Watch Her Prosper, if any.
You are responsible for all Content that you submit, post, or otherwise make available to or through the Site. Any Content provided by you may not violate our policies or this Agreement or violate the legal rights of other third parties. By doing so, you represent and warrant to Watch Her Prosper that (a) such Content is not confidential and that you own all rights to any Content (or have an appropriate license to use the Content in this manner) and have all necessary permission to submit, post and otherwise make available such Content, and (b) that such Content and our authorized use of such submissions do not and will not infringe the rights of any third party (including without limitation, intellectual property rights, rights of privacy or publicity, or any other legal or moral rights).
You may not represent or imply to others that your Content is in any way provided, sponsored or endorsed by Watch Her Prosper or our affiliates or sponsors or partners, or any other third parties other than yourself. You (not Watch Her Prosper) are solely responsible for the consequences of sharing personal information about yourself on public areas of the Site, such as the home address or other personally identifiable information of you or others.
Ownership in User Content. Watch Her Prosper makes no claims to ownership of Content that you submit, post or otherwise make available to or through the Site and you continue to retain all ownership rights (whether owned directly (or licensed) by you or your affiliates) in such Content and the right to use your Content as you determine.
License to Watch Her Prosper. However, you do grant to Watch Her Prosper and its affiliates and assignees, a worldwide, irrevocable, non-exclusive, perpetual, fully-paid, fully assignable and sub-licensable (through multiple tiers), royaltyfree right and license throughout the universe, provided, however, that our exercise of our rights under this license shall at all times be subject to the limitations upon disclosure of your Content imposed on us by our Privacy Policy, as set forth below:
(a) with respect to Content other than photos, graphics, audio, video, or journals that you submit, post or otherwise make available to public areas of the Site (e.g. not intended as a private communication), the license (1) to use, distribute, syndicate, license, copy, reproduce, modify, adapt, publish, translate, amend, distribute, publicly perform, publicly display, create derivative works from, and otherwise exploit such Content (in whole or part) worldwide in all media, any format or medium now known or later developed, including via the Site or otherwise, and/or to incorporate it in other works in any form, media, or technology now known or later developed; (2) at our sole discretion, to use any Content and to share Content (including personally identifiable information) to any third purposes for the limited purpose of verifying or confirming eligibility for using our Site or our services or products; or (3) to use, collect, and analyze such Content (whether by itself or together with any other information used, collected or analyzed by us), (i) for any services or products that Watch Her Prosper or its affiliates are providing to you; (ii) for our own internal analytics and tracking purposes, subject to our Privacy Policy; (iii) to improve and enhance its services and products and for other development, diagnostic and corrective purposes in connection with its current and future services products; (iv) to disclose such Content solely in aggregate or other de-identified form without personally identifiable information in connection with its business; and (v) for any commercial purposes relating to improving, altering, refining or creating our databases, algorithms and processes (whether solely proprietary to Watch Her Prosper and our affiliates or in connection with third party tools) on an anonymized, non-personally identifiable basis (whether through Watch Her Prosper, our affiliates or any third party or affiliated licensees); and
(b) with respect to photos, graphics, audio, video or journals that you submit, post or otherwise make available to public areas of the Site, the license (1) to use, distribute, syndicate, license, reproduce, modify, adapt, publish, translate, archive, store, transmit, distribute, publicly perform, publicly display, and create derivative works from, such Content (in whole or in part) for any purpose; (2) at Watch Her Prosper’s sole discretion, to use any Content and to share Content (including personally identifiable information) to any third purposes for the limited purpose of verifying or confirming eligibility for using our Site or our services or products; or (3) to use, collect, and analyze such Content (whether by itself or together with any other information used, collected or analyzed by us), (i) for any services or products that Watch Her Prosper or its affiliates are providing to you; (ii) for our own internal analytics and tracking purposes, subject to our Privacy Policy; (iii) to improve and enhance its services and products and for other development, diagnostic and corrective purposes in connection with its current and future services products; (iv) to disclose such Content solely in aggregate or other de-identified form without personally identifiable information in connection with its business; and (v) for any commercial purposes relating to improving, altering, refining or creating our databases, algorithms and processes (whether solely proprietary to Watch Her Prosper and our affiliates or in connection with third party tools) on an anonymized, non-personally identifiable basis (whether through Watch Her Prosper, our affiliates or any third party or affiliated licensees).
Without limiting the generality of the other paragraphs set forth in this Section 14, you authorize Watch Her Prosper (and its affiliates and assignees) to: (i) share your Content across all websites, mobile applications, newspapers and other online and offline services affiliated with Watch Her Prosper; (ii) include your Content in a searchable format accessible by users of the Site and other Watch Her Prosper websites, mobile applications, newspapers, newsletters, text messages, electronic messages, e-mails, messaging or communications apps, social media platforms and other online services; (iii) place advertisements in close proximity to your Content; and (iv) use your name, likeness and any other information in connection with our use of the material you provide.
You waive all moral rights with respect to any User Content you provide, directly or indirectly, to our Site. You also grant Watch Her Prosper the right to use any material, information, ideas, concepts, know-how or techniques contained in any communication you Provide or otherwise submit to us for any purpose whatsoever, including but not limited to, commercial purposes, and developing, manufacturing and marketing commercial products using such information. All rights in this section are granted without the need for additional compensation of any sort by Watch Her Prosper to you. You agree that you will indemnify, defend, and hold harmless Watch Her Prosper and its officers, directors and employees for all claims resulting from Content you post. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in such event you will cooperate in good faith with us in asserting any available defenses.
You also hereby grant each user of our Site a non-exclusive license to access your Content through our Site, and to use, reproduce, distribute, display and perform such Your Content as permitted through the functionality of our Site and under these Terms.
By submitting Content, you automatically agree, or promise that the owner of such Content has expressly agreed that, without any particular time limit, and without payment of any fees, Watch Her Prosper, our affiliates and any service providers may use the Content for the purposes set out above. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attributions with respect to any Content provided by you.
You further agree and acknowledge that the submission of Content by you does not create a relationship between you and Watch Her Prosper (or any other licensee), that Watch Her Prosper (and any other licensee, if any) are not acting in any fiduciary capacity, that Watch Her Prosper (and any other licensee, if any) are not accountants, lawyers, financial advisors, or tax professionals, and that any and all responses to such Content are for informational purposes only.
You acknowledge and agree that you obtain no rights in any form, media or technology incorporating any Content provided by you.
We own all rights, title and interest in any compilation, collective work or other derivate work created by us using or incorporating Content provided by you (but not your original Content). When you use a feature on the Site that allows visitors to share, transform, re-adapt, modify, or combine user-generated Content with other Content, you grant us and our users an irrevocable, non-exclusive, royalty-free, perpetual, right and license in the universe to use, reproduce, modify, display, remix, perform, distribute, re-distribute, adapt, promote, create derivative works, and syndicate your content in any medium (including the Site) and through any form of technology or distribution and to permit any derivative works to be licensed under these same license terms.
We are not required to back-up, host, display or distribute any Content provided by you, and reserve the right to remove or refuse (in whole or in part) any Content submitted by you. We are not responsible for any loss, theft or damage of any kind to any Content provided by you.
The rights and licenses granted under this Section 14 shall survive the termination of this Agreement.
15. Watch Her Prosper’s Ownership of Site and Intellectual Property Rights
Watch Her Prosper owns this Site. All right to, title to, and interest in the Content available via the Site, the Site's look and feel, the designs, trademarks, service marks, and trade names displayed on the Site, and the Site URLs, are the property of Watch Her Prosper or its licensors. Everything on or used in connection with our Site, including but not limited to the Watch Her Prosper name and logo, product images and descriptions, Site design, the look and feel of the Site, text, graphics, button icons, images, audio clips, page headers, trademarks, trade dress, content, the selection and arrangement thereof, and all software belongs to or is licensed to Watch Her Prosper and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
Content on our Site is provided to you “AS IS” only and subject only to any explicit uses permitted under these Terms of Use, it may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Watch Her Prosper reserves all rights not expressly granted in and to our Site, the Content, or any of our services or products. You agree to not engage in the use, copying, or distribution of any of the Site, the Content, or any of our services or products other than expressly permitted herein for any commercial purposes.
You agree not to circumvent, disable or otherwise interfere with security related features of our Site or features that prevent or restrict use of Site, the Content, or any of our services or products s or copying of any Content or enforce limitations on use of our Site, the Content, or any of our services or products.
You must contact us to request permission to use content for commercial or non-commercial purposes.
Permission is granted to electronically copy and to print in hard copy portions of the Site for purposes of placing an order or for your personal, non-commercial use. You must not reproduce, distribute, modify, create derivative works of, publicly display, republish, download, store, or transmit any of the material on our Site, except as follows:
• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials;
• You may store files that are automatically cached by your web browser for display enhancement purposes; or
• If we provide social media features with certain content, you may take such actions as are enabled by such features.
All trademarks, service marks, logos and designs used on this Site, whether registered or unregistered, are owned by Watch Her Prosper or other third parties. You may not use or display any trademarks, service marks, logos or designs owned by Watch Her Prosper or its affiliates without our prior written consent.
16. Copyright Infringement and Trademark Rights.
We respect the intellectual property of others and require that users of the Site do the same. We also maintain a policy that provides for the termination in appropriate circumstances of the Site’s use of privileges of users who are repeat infringers of intellectual property rights.
Consistent with the Digital Millennium Copyright Act, if you believe that copyrighted materials have been copied in a way that constitutes copyright infringement, please send a written notice to our Designated Agent via this “Notice of Potential Copyright Infringement” or by e-mail or in writing via regular mail, for notices of infringement and provide the following:
• A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest that you claim is infringed;
• Identification of the copyrighted work(s) that you claim has been infringed;
• A description of the material that you claim is infringing and the location of that material on the Site;
• Your address, telephone number and email address;
• A statement by you that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Our Designated Agent for notice for claims of copyright infringement is:
Copyright Infringement Notice (Watch Her Prosper)
Watch Her Prosper
260 Madison Avenue, 8th Floor
New York, NY 10016
legal@watchherprosper.com
Please Use Above Contact Only for Copyright Infringement Notices. THE ABOVE CONTACT INFORMATION IS PROVIDED EXCLUSIVELY FOR NOTIFYING WATCH HER PROSPER THAT COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED.
Potential Trademark Infringement. If you believe that your trademark is being used somewhere on the Site in a way that constitutes trademark infringement, the owner or an agent of the owner may notify us at trademarkclaim@watchherprosper.com. We ask that any complaints provide the accurate identity of the owner, how we may contact you, and the specific nature of the complaint.
All Other Inquiries. All other inquiries will not receive a response through this process and should be directed to our customer service group by using the “Contact Us”
17. Other Sites and Your Contact With Advertisers or Other Third Parties
You should carefully review the privacy policies and terms and conditions of the third party websites you visit.
The Site may contain third party content about, and links to, third parties and their websites that are not owned or controlled by Watch Her Prosper. Watch Her Prosper has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party content or websites or any of their contents. Some of the content on our Site may be embedded from third party websites or services, including without limitation, links to articles or press materials about us, and testimonials accessible through our Site. In addition, Watch Her Prosper will not and cannot censor or edit the content of any third-party site. By using our Site, you expressly relieve Watch Her Prosper from any and all liability arising from your use of any third-party website. Accordingly, we encourage you to be aware when you leave our Site and to read the terms and conditions and privacy policy of each other website that you visit.
We are not responsible for the content of any third-party Sites --- even if they are linked to or from the Site. Links appearing on the Site are for convenience only and are not an endorsement by us of the referenced content or product. We are in no way responsible for examining or evaluating, and we do not warrant the offerings of the third party websites or any other websites linked to or from the Site, nor do we assume any responsibility or liability for the actions, content, products, or services of such websites, including without limitation, their privacy policies and terms and conditions. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
Your dealings with advertisers or other third parties found on or accessible through the Site are solely between you and the third party. These dealings include, but are not limited to, your participation in promotions, the payment for and delivery of items if any, and any terms, conditions, warranties, or representations associated with such dealings. These links are provided solely as a convenience to users and should not be construed as an endorsement by Watch Her Prosper of content, items, or services on those third-party Sites. Your access and use such Sites, including the content, items, or services on those Sites, solely at your own risk.
Similarly, if you post information on a third-party platform that references the Site (i.e. by using a hashtag associated with Watch Her Prosper in a tweet), your post may be published on our Site in accordance with the terms of the third-party website or service. Also, both Watch Her Prosper and the third-party may have access to certain information about you and your use of the Site and the third-party Site or service.
In addition, we may receive information about you if other users of a third-party website give us access to their profiles and you are one of their “connections,” or information about you is otherwise accessible through your “connection's” web page, profile page, or similar page on a social networking or other third party website or interactive service. The information we collect in connection with social features is subject to our Privacy Policy. The information collected and stored by the third party remains subject to the third-party's privacy practices, including whether the third party continues to share information with us, the types of information shared, and your choices with regard to what is visible to others on that third party web Site or service.
Watch Her Prosper does not make any representations or warranties with respect to any content or privacy practices, or otherwise with respect to such third-parties or any items or services that may be obtained from such third-parties, and you agree that Watch Her Prosper will have no liability with respect to any loss or damage of any kind incurred as a result of any dealings between you and any third-party, or as a result of the presence of such third-parties on the Site.
18. Disclaimer of Warranties with Respect to Site
WATCH HER PROSPER IS PROVIDING THE SITE, ITS CONTENT, AND ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE SITE ON AN “AS IS” AND AS AVAILABLE BASIS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF THE SITE, THE INFORMATION OR PRODUCTS OBTAINED THROUGH THE SITE OR THROUGH LINKS TO THIRD PARTIES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SITE OR ANY LINKED SITE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE WATCH HER PROSPER DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING, FOR EXAMPLE, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA OR NON-INFRINGEMENT.
WHILE WE WOULD LIKE TO CORRECT ANY ERRORS IN THE CONTENT ON OUR SITE, WE DISCLAIM ANY RESPONSIBILITY OR LIABILITY FOR CONTENT ON OUR SITE AND ARE PUTTING YOU ON NOTICE THAT ANY INFORMATION OR CONTENT PROVIDED BY US, OUR SITE, OR ANY PRODUCTS OR SERVICES OFFERED BY US OR ANY THIRD PARTY ADVERTISERS IS “AS IS” AND SHOULD BE CAREFULLY EXAMINED BY YOU WITH THE ADVICE OF PROFESSIONALS DOING YOUR OWN DUE DILIGENCE IN FINDING FACTS, INACCURACIES AND OTHER DEFECTS IN ANY INFORMATION OR CONTENT SET FORTH ON OUR SITE. WE MAKE NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, COMPLETENESS OR TRUTHFULNESS OF ANY CONTENT ON OUR SITE AND YOU SHOULD NOT RELY UPON ANY SUCH CONTENT OR INFORMATION.
IN ADDITION, NEITHER WATCH HER PROSPER, NOR ANY OF OUR AFFILIATES, RELATED PARTIES, REPRESENTATIVES, OFFICERS, EMPLOYEES OR AGENTS, MAKES ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED THAT (A) OUR SITE, ITS CONTENT, OR ANY SERVICES OR PRODUCTS OBTAINED THROUGH OUR SITE, WILL MEET YOUR REQUIREMENTS, (B) OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE, OR MATERIALS, SOFTWARE OR CONTENT AVAILABLE FOR DOWNLOAD FROM OUR SITE, ARE FREE OF INFECTION OR VIRUSES, WORMS, TROJAN HORSES, OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES OR OTHER HARMFUL COMPONENTS; (C) OUR SITE WILL BE RELIABLE, UNINTERRUPTED, TIMELY, SECURE (INCLUDING FREE FROM UNAUTHORIZED ACCESS), PROVIDE CONTINUOUS STORAGE OR ACCESS, OR ERROR-FREE, (D) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SITE WILL BE ACCURATE, COMPLETE OR RELIABLE, (E) THE QUALITY OF ANY PRODUCTS, SERVICES, SOFTWARE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH OUR SITE WILL MEET YOUR NEEDS OR EXPECTATIONS, AND (F) ANY INFORMATION, DEFECTS OR ERRORS IN OUR SITE OR SOFTWARE WILL BE CORRECTED,.
ANY MATERIAL DOWNLOADED, UPLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR SITE OR SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR BUSINESS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR UPLOAD OF ANY SUCH MATERIAL OR THE USE OF OUR SITE OR OUR SOFTWARE.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM OUR SITE, DIRECTLY OR INDIRECTLY, SHALL CREATE ANY WARRANTY.
BECAUSE SOME JURISDICTIONS MAY NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES SOME OF THE EXCLUSIONS MAY NOT APPLY TO YOU.
19. Limitations of Liability
WATCH HER PROSPER AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR ANY CONSEQUENCE RELATING DIRECTLY OR INDIRECTLY TO ANY ACTION OR INACTION YOU TAKE BASED ON THE CONTENT AVAILABLE VIA THE SITE. YOU MUST EVALUATE, AND BEAR ALL RISKS ASSOCIATED WITH, THE USE OF ANY CONTENT, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS, TIMELINESS OR USEFULNESS OF SUCH CONTENT. YOU SPECIFICALLY ACKNOWLEDGE THAT WATCH HER PROSPER IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF USERS OR THIRD PARTIES.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL WATCH HER PROSPER, ITS AFFILIATES OR ANY RESPECTIVE REPRESENTATIVES BE LIABLE UNDER ANY LEGAL THEORY ARISING OUT OF OR IN CONNECTION WITH (A) THE USE OF, OR THE INABILITY TO USE, THE SITE OR ANY ITEM PURCHASED DIRECTLY OR INDIRECTLY USING THE SITE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ITEMS, OR SITES; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) THE STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; (E) ANY OTHER MATTER RELATING TO THE SITE; (F) INTERRUPTION OF BUSINESS; (G) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE SITE; (H) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION, OR OTHER MODIFICATION; (I) LOSS OR DAMAGES OF ANY SORT INCURRED AS A RESULT OF DEALINGS WITH OR THE PRESENCE OF OFF-SITE LINKS ON THE SITE; (J) COMPUTER VIRUSES, HARMFUL CODE, DOS ATTACKS, SYSTEM FAILURES, OR MALFUNCTIONS WHICH MAY OCCUR IN CONNECTION WITH YOUR USE OF THE SITE, INCLUDING DURING HYPERLINK TO OR FROM THIRD-PARTY SITES; (K) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN OUR SITES OR THE CONTENT, MATERIALS, SOFTWARE, INFORMATION, PRODUCTS, OR SERVICES ON OR AVAILABLE THROUGH OUR SITE; (L) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED THROUGH OUR SITE; (M) DELAY OR FAILURE IN PERFORMANCE RESULTING FROM AN ACT OF FORCE MAJEURE, INCLUDING WITHOUT LIMITATION, INTERNET FAILURES, EQUIPMENT FAILURES, COMMUNICATIONS FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, VANDALISM, NATURAL DISASTERS, FIRES, FLOODS, STORMS, EARTHQUAKES, EXPLOSIONS, ACTS OF GOD, WAR, TERRORISM, INTERGALACTIC STRUGGLES, GOVERNMENTAL ACTIONS, ORDERS OF COURTS, AGENCIES OR TRIBUNALS OR NON-PERFORMANCE OF THIRD PARTIES OR ANY REASONS BEYOND THEIR REASONABLE CONTROL (EVEN IF SELLERSFUNDING, ITS AFFILIATES OR THEIR RESPECTIVE AUTHORIZED AGENTS OR REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES); OR (M) ANY OTHER MATTER RELATING TO OUR SITE, EVEN IF SELLERSFUNDING, ITS AFFILIATES OR THEIR RESPECTIVE AUTHORIZED AGENTS OR REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH OUR SITE AND/OR SITE-RELATED SERVICES IS TO STOP USING OUR SITE AND/OR THOSE SERVICES. . THESE LIMITATIONS WILL APPLY WHETHER OR NOT WATCH HER PROSPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. YOU ALSO AGREE THAT WE WILL NOT BE LIABLE IN CONTRACT, WARRANTY OR IN TORT (INCLUDING NEGLIGENCE) FOR ANY PRODUCT OBTAINED THROUGH THE SITE OR THROUGH THIRD PARTY MEANS, INCLUDING BUT NOT LIMITED TO ANY MODIFICATION TO A PRODUCT CAUSED BY THIRD PARTIES OR THROUGH A TRAVEL MEDIUM.
FURTHER, WE WILL NOT BE LIABLE IN CONTRACT, WARRANTY, OR IN TORT (INCLUDING NEGLIGENCE) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE, WHETHER OR NOT WATCH HER PROSPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY FOR SUCH CLAIMS EXCEED ONE HUNDRED DOLLARS ($100.00).
UNLESS OTHERWISE SPECIFIED BY THE LAWS IN THE APPLICABLE JURISDICTION, YOU AGREE THAT NO CLAIMS OR ACTION IN CONTRACT, WARRANTY, OR IN TORT (INCLUDING NEGLIGENCE) ARISING OUT OF, OR RELATED TO, THE USE OF THE SITE OR THIS AGREEMENT MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION RELATING TO SUCH CLAIM OR ACTION AROSE. IF YOU ARE DISSATISFIED WITH THE SITE, TERMINATION OF YOUR USE OF THE SITE IS YOUR SOLE REMEDY. WE HAVE NO OTHER OBLIGATION, LIABILITY, OR RESPONSIBILITY TO YOU.
WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, INFORMATION, ADVICE OR STATEMENT ON THE SITES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE SITES. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE OR OTHER CONTENT ON THE SITES.
YOU AND WATCH HER PROSPER AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO OUR SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
20. Indemnification
You agree to indemnify and hold harmless Watch Her Prosper, its managing members, managers, members, directors, officers, employees, agents, and affiliates (the “Indemnified Parties”), from and against any and all liability, damages, losses, claims, expenses of any kind (including, without limitation, reasonable attorneys' fees and disbursements) directly or indirectly related to (1) your breach of this Agreement; (2) your use of the Site or any Content on the Site in violation of any law, rule, regulation or this Agreement; (3) your violation of any third party right, including without limitation, any property right, copyright or privacy right; or (4) the Content you submit, post, or transmit through the Site.
You also agree to indemnify and hold harmless the Indemnified Parties for any loss, damages, or costs, including reasonable attorneys’ fees, resulting from your use of software robots, spiders, crawlers, or similar data gathering, scraping and extraction tools, or any other action you take that imposes an unreasonable burden or load on our infrastructure.
This defense, hold harmless and indemnification obligation will survive this Agreement and your use of this Site.
21. Exclusions and Limitations
Applicable law may not allow the limitation of liability, implied warranties or the exclusion or limitation of certain damages set forth above, so this limitation of liability may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of our liability shall be the minimum permitted under such applicable law
If any part of this limitation on liability is found to be invalid or unenforceable for any reason, then the aggregate liability of the brick underground under such circumstances for liabilities that otherwise would have been limited shall not exceed one hundred dollars ($100).
22. Modification or Suspension of the Site
Watch Her Prosper may at any time modify, discontinue, or suspend its operation of this Site, or any part thereof, temporarily or permanently, without notice to you.
23. Fees
We reserve the right at any time to charge fees for access to the Site, any services, or to any specific new feature or content that we may introduce from time to time. In no event will you be charged for access to the Site or any services unless we obtain your prior agreement to pay such fees. If you do not consent to the payment of such fees, however, you may not have access to paid content or services. Details regarding the content or services you will receive in exchange for fees, as well as the payment terms and conditions that apply, will be disclosed to you prior to your agreement to pay such fees. You agree to pay such fees if you sign up for any fee-based service. Any such terms and conditions shall be deemed to be a part of (and are hereby incorporated by reference into) this Agreement.
24. Termination
Either party may terminate this Agreement for any or no cause, at any time, by notice, which shall be effective immediately or as specified in the notice. After termination, you shall no longer access the Site. The provisions of this Agreement which by their intent or meaning are intended to survive such termination shall continue to apply indefinitely.
25. Severability of Agreement
If any provision of this Agreement is found by a court or other binding authority to be invalid, you agree that every attempt shall be made to give effect to the parties' intentions as reflected in that provision, and the remaining provisions contained in this Agreement shall continue in full force and effect.
26. Consent to Receive Notices Electronically by Posting on the Site and Via Email
You consent to receive any agreements, notices, disclosures and other communications (collectively, “Notices”) to which this Agreement refer from us electronically including without limitation by e-mail or by posting notices on this Site. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. To withdraw your consent to receive Notices electronically, you must provide written notice to us (see Section 27 (Notices)) of your withdrawal of such consent and discontinue your use of this Site. In such event, all rights granted to you pursuant to this Agreement, shall automatically terminate. Unfortunately, we cannot provide the benefits of this Site to any user that cannot consent to receipt of Notices electronically. Please note that this consent to receive Notices is entirely separate from any election you may make with respect to receipt of marketing communications. Your options with respect to receipt of marketing communications are set forth in our Privacy Policy.
27. Entire Agreement; Applicable Law and Non-Waiver of Watch Her Prosper’s Rights
You acknowledge and agree that this Agreement constitutes the complete and exclusive agreement between us concerning your use of the Site, and supersede and govern all prior proposals, agreements, or other communications.
You agree that: (i) our Site shall be deemed solely based in New York, New York, USA; and (ii) our Site shall be deemed a passive website that does not give rise to personal jurisdiction over Watch Her Prosper or any of its affiliates or service providers, either specific or general, in jurisdictions other than New York.
This Agreement and the resolution of any dispute related to this Agreement or the Site shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any principles of conflicts of law. Any legal action or proceeding between Watch Her Prosper or its affiliates, on the one hand, and you, on the other hand, related to this Agreement shall be brought exclusively in a state or federal court of competent jurisdiction sitting in the borough of Manhattan in New York, New York, United States, and you agree to submit to the personal and exclusive jurisdiction of such courts and to waive any defenses of inconvenient forum.
This choice of law provision is only intended to specify the use of New York law to interpret this Agreement and is not intended to create any substantive right to a non-New York resident’s ability to assert claims under New York law whether by statute, common law, or otherwise.
Our failure to require your performance of any provision hereof shall not affect our full right to require such performance at any time thereafter, nor shall our waiver of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
28. Notices
Unless otherwise specified in this Agreement, all notices under Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
Written notice may be sent via the US Postal Service, registered or certified mail, postage pre-paid, return receipt requested, to Watch Her Prosper, 260 Madison Avenue, 8th Floor, New York, NY 10016 or via e-mail to legal@watchherprosper.com. You agree that we may send notices to you regarding your use of the Site by means of electronic mail, a general notice posted on the Site, or by written communication delivered either by overnight courier or U.S. mail to your email or mailing address as appearing in our records from time to time.
29. Void Where Prohibited
We administer and operate this Site from its location in New York, New York, United States of America; other Watch Her Prosper Sites may be administered and operated from various locations outside the United States. We do not imply that the materials published on the Site are appropriate for use outside of the United States.
Although the Site is accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Site are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. We reserve the right to limit, in its sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. Any offer for any feature, product or service made on the Site is void where prohibited.
We remind you that this Agreement forbids any visitor to the Site from “masking” an IP address or country or jurisdiction of origin from which you are accessing the Site, whether through a proxy server, virtual private network (“VPN”), Tor or otherwise (as set forth in Section 12 (Limited License Granted by Watch Her Prosper to You and Use Restrictions)).
If you access the Site from outside of the United States, you do so on your own initiative (in breach of this Agreement which requires you to be a resident of the United States as set forth in Section 6 (Age and Geography Restrictions for Users; Site is for US Residences Only)) and you are responsible for compliance with local laws.
30. New Jersey Consumers
If you are a consumer residing in New Jersey, the following provisions of this Agreement do not apply to you (and do not limit any rights that you may have) to the extent that they are unenforceable under New Jersey law: (a) in Section 17 (Disclaimers of Warranties with Respect to the Site) or Section 18 (Limitations of Liability), the disclaimer of liability for any indirect, incidental, consequential, special, exemplary or punitive damages of any kind (for example, to the extent unenforceable under the New Jersey Punitive Damages Act, New Jersey Products Liability Act, New Jersey Uniform Commercial Code and New Jersey Consumer Fraud Act; (b) in Section 17 (Disclaimers of Warranties with Respect to the Site) or Section 18 (Limitations of Liability), the limitation on liability for lost profits or loss or misuse of any data (for example, to the extent unenforceable under the New Jersey Identity Theft Protection Act and New Jersey Consumer Fraud Act); (c) in Section 17 (Disclaimers of Warranties with Respect to the Site) or Section 18 (Limitations of Liability), application of the limitations of liability to the recovery of damages that arise under contract and tort, including negligence, strict liability or any other theory (for example, to the extent such damages are recoverable by a consumer under New Jersey law, including the New Jersey Products Liability Act; (d) subject to and only limited to the extent of limitations and prohibitions imposed by applicable statutory and case law in the State of New Jersey to New York limited liability companies under an agreement intended to be governed by New York law and transacting with New Jersey consumers, in Section 19 (Indemnification), the requirement that you indemnify Watch Her Prosper and other Indemnified Parties (for example, to the extent the scope of such indemnity is prohibited or limited under New Jersey law); (e) in Section 26 (Entire Agreement; Applicable Law and Non-Waiver of Watch Her Prosper’s Rights), the submission to the jurisdiction and venue of any state or federal court in the borough of Manhattan in New York, New York, to the extent deemed unenforceable under New Jersey law, and (f) in Section 26 (Entire Agreement; Applicable Law and Non-Waiver of Watch Her Prosper’s Rights), the New York governing law provision (for example, to the extent that your rights as a consumer residing in New Jersey are required to be governed by New Jersey law).
31. General
• If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
• If we do not act in relation to a breach by you or others of this Agreement, this will not be deemed as a further continuing waiver of such breach and does not waive our right to act with respect to such breach or subsequent or similar breaches.
• Neither the course of conduct nor course of dealing between the parties, nor trade practice shall act to modify any provision of this Agreement.
• This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Watch Her Prosper to any party at any time without restriction or limitations or any notice to you.
• Your rights and duties under this Agreement are not assignable by you without the written consent of Watch Her Prosper.
• This Agreement does not provide any third party with a remedy, claim, or right of reimbursement.
• In this Agreement, the term “Site” includes any email bulletins or other content that we provide to you via or initiated from this website, mobile app, text messaging or other communications or messaging apps or platforms, or any other media, platform, means or technology, known or unknown, now or in the future.
Last Updated: June 22, 2022